NOTEHOLDER CONSENT SOLICITATION
Released 22-02-2019
GKN Holdings Limited
22 February 2019
THIS ANNOUNCEMENT
RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE
QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014
GKN HOLDINGS LIMITED ANNOUNCES RESULTS OF CONSENT
SOLICITATIONS
22 February 2019
On 29 January 2019, GKN Holdings
Limited (the “Issuer”) announced invitations to the holders
of each of its £450,000,000 5.375% Notes due 19 September 2022 (Common Code: 083097825; ISIN:
XS0830978259) (the “2022 Notes”) and £300,000,000 3.375%
Notes due 12 May 2032 (Common Code:
161185779; ISIN: XS1611857795) (the “2032 Notes”, and
together with the 2022 Notes, the “Notes”) to consent to the
amendment of certain provisions of the Trust Deeds, the terms and
conditions of the Notes and other related documents (the
“Consent Solicitations”), as described in more detail and in
accordance with the terms and conditions set out in a consent
solicitation memorandum dated 29 January
2019 (the “Consent Solicitation Memorandum”) and the
Notice of Meetings (“Notice”) prepared by the Issuer.
A separate meeting of the holders of each of the 2022 Notes and
the 2032 Notes was held earlier today (each a “Meeting”, and
together the “Meetings”), and the Issuer now wishes to
announce the results of the Meetings. Capitalised terms used herein
and not otherwise defined shall have the meanings given to them in
the Consent Solicitation Memorandum.
Results of the Meeting
NOTICE IS HEREBY GIVEN that at each of the Meetings the
necessary quorum was achieved and the Extraordinary Resolution in
respect of the 2022 Notes and the 2032 Notes was duly passed.
In addition, as described in detail in the Consent Solicitation
Memorandum and the Notice, the Issuer has agreed not to implement
the proposals contained in the Consent Solicitation Memorandum,
even if the Extraordinary Resolutions are passed, unless each
Extraordinary Resolution was passed without the benefit of votes
cast by U.S. persons (as defined in Regulation S under the
Securities Act), persons acting for the account or benefit of U.S.
persons, or persons located or resident in the United States, or would still have been
passed even if such votes are disregarded (including in respect of
quorum requirements for each of the Meeting). It is hereby notified
that the above mentioned conditions have been satisfied at the
Meeting for each of the 2022 Notes and the 2032 Notes.
Accordingly, the Supplemental Trust Deeds in respect of each of
the 2022 Notes and the 2032 Notes will be executed as soon as
reasonably practicable.
Payment of Early Participation Fee
Payment of the Early Participation Fee will be made by the
Issuer in the manner described in the Consent Solicitation
Memorandum and the Notice, and is expected to be made by
26 February 2019.
Please note that Holders who did not deliver a valid Consent
Instruction before the Early Instruction Deadline or who made
arrangements for being represented and voting at the relevant
Meeting other than pursuant to Consent Instructions, will not be
eligible to receive the Early Participation Fee.
General
The Solicitation Agent
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 20 7595 8668
Email: liability.management@bnpparibas.com
Attention: Liability Management
The Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander
Yangaev
Email: gkn@lucid-is.com
This announcement is released by GKN Holdings Limited and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (“MAR”), encompassing information
relating to the Consent Solicitation and the proposed amendments
described above. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Garry
Barnes, Director at GKN Holdings Limited.
This announcement does not constitute an offer or an invitation
to participate in the Consent Solicitations in any jurisdiction.
The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement comes are required by each of the Issuer, the
Solicitation Agent and the Tabulation Agent to inform themselves
about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the
Issuer, the Solicitation Agent or the Tabulation Agent in relation
to the Consent Solicitations that would permit a public offering of
securities.
Any materials relating to the Consent Solicitations do not
constitute, and may not be used in connection with, any form of
offer or solicitation in any place where such offer or solicitation
is not permitted by law.
The Consent Solicitations are not an offer of securities for
sale in the United States or to
any U.S. person (as defined in Regulation S under the Securities
Act). Securities referred to herein may not be offered or sold in
the United States absent
registration or an exemption from registration. The 2022 Notes and
the 2032 Notes have not been, and will not be, registered under the
Securities Act, or the securities laws of any state or other
jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly,
within the United States or to, or
for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act), except pursuant to an
exemption from, or in transactions not subject to, the registration
requirements of the Securities Act and the applicable state or
local securities laws.